Grants. Awards under the Plan may be made subject to the achievement of performance goals pursuant to this Section 9 (“Performance Awards”).

Grants to Licensee. As of the Effective Date, subject to Sections 2.2 (Sublicenses), 2.3 (Retention of Rights; Limitations Applicable to License Grants) and the other terms and conditions of this Agreement, [[AstraZeneca:Organization]] hereby grants to Licensee:

GRANTS. The Committee shall have the full power and authority, exercisable in its sole discretion, to grant Performance Compensation Awards in the form of Performance Units or Performance Shares to Employees (including Officers) and shall evidence such grant in an Award Agreement that is delivered to the Participant setting forth the terms and conditions of the Award.

GRANTS. The Committee shall have the full power and authority, exercisable in its sole discretion, to grant SARs to selected Participants. The terms of SARs shall be at the discretion of the Committee; provided, however, that in no case shall the term of any SAR be in excess of ten (10) years following the grant date. In no event shall the Board or the Committee be permitted to Reprice a SAR after the date of grant without shareholder approval.

Licensee. As between the Parties, Licensee (or its Affiliate) will own all right, title and interest in and to the Licensee Know-How, the Licensee Patents, the Know-How Improvements, and the Improvement Patents, and all other intellectual property rights in and to the foregoing. MSD is not acquiring any ownership interest in any Licensee Know- How, Licensee Patents, Know-How Improvements, or Improvement Patents hereunder. MSD shall and hereby does assign to Licensee all of MSD’s right, title and interest in and to any Know-How Improvements and Improvement Patents. MSD shall take (and cause its Affiliates and its and their employees, contractors and agents to take) such further actions reasonably requested by Licensee to evidence such assignment, including the execution of any assignments or other legal documentation, and to assist Licensee in obtaining Patent and other intellectual property rights protection for such Know-How Improvements.

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee an exclusive license under the Licensed Patents and related know-how and trade secrets, to use the Technology and Production strain to develop, make, have made, use, sell, offer for sale and import Products in the Territory in the Field Licensee shall have the right to exercise such License through its Affiliates solely for as long as such entity remains an Affiliate of Licensee, and Licensee shall remain responsible for the compliance of such Affiliate with the applicable terms of this Agreement.

Grants to Licensee. Subject to Section 2.2 and Section 2.3 and the other terms and conditions of this Agreement, [[AstraZeneca:Organization]] hereby grants to Licensee an exclusive (including with regard to [[AstraZeneca:Organization]] and its Affiliates) right and license (or sublicense), with the right to grant sublicenses in accordance with Section 2.2, under the [[AstraZeneca:Organization]] Patents and the [[AstraZeneca:Organization]] Know-How, to Exploit Licensed Compounds ​ and Licensed Products in the Field in the Territory.

Non-Exclusive Research Grants to LICENSEE. Subject to the terms and conditions of this Agreement, during the Term, AGTC, on behalf of itself and its Affiliates, hereby grants to LICENSEE a non-exclusive, royalty-free, fully paid-up license in the Territory, with no right to grant sublicenses, under the ​ Manufacturing Technology and the Materials transferred hereunder, solely for internal, non-commercial research purposes.

Grants. The Committee may grant Shares under the Plan to any Participant.

Grants to Acer. Subject to Section 2.2, and compliance with all other terms and conditions of this Agreement, [[Sanofi:Organization]] hereby grants to Acer: